BlueX Pay Freight Pay-it-Later Service Conditions
Last Modified: Sep 29, 2022

Welcome to the BlueX Trade “Freight Pay-it-Later” service (the “Freight Pay-it-Later Service”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Conditions”) govern your access to and use of the Freight Pay-it-Later Service and shall form part of a binding agreement between you (“you” or “Customer”) and BlueX Trade Inc., a Delaware company doing business as “BlueX Trade” (“BlueX Pay”, “BlueX”, “we”, or “us”).

For the avoidance of doubt, the Freight Pay-it-Later Service is and shall be construed for all purposes as a BlueX Pay Service as defined in our Terms of Service (the “Terms of Service”) located here: https://www.bluexpay.com/terms-of-service/, and all terms and conditions of such Terms of Service shall apply to your use of the Freight Pay-it-Later Service, provided that should any term or condition of the Terms of Service conflict with these Conditions, these Conditions shall control with respect to the Freight Pay-it-Later Service. Terms used in these Conditions shall, unless otherwise defined herein or unless the context otherwise requires, have the same meanings ascribed to such terms in the Terms of Service.

PLEASE READ THESE CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE FREIGHT PAY-IT-LATER SERVICE. BY ACCESSING OR USING THE FREIGHT PAY-IT-LATER SERVICE, YOU AGREE TO BE BOUND BY THESE CONDITIONS, AND ALL THE TERMS AND CONDITIONS IN THE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY SUCH TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE FREIGHT PAY-IT-LATER SERVICE AND SHOULD IMMEDIATELY CEASE SUCH USE.

BLUEX PAY MAY MODIFY THE TERMS OF SERVICE AND THESE CONDITIONS AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING ANY SUCH MODIFICATIONS ON THE SITE THROUGH WHICH THE FREIGHT PAY-IT-LATER SERVICE IS OFFERED OR VIA EMAIL. YOU FURTHER AGREE TO REVIEW THE TERMS OF SERVICE AND THESE CONDITIONS PERIODICALLY TO BE AWARE OF ANY SUCH MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF THE FREIGHT PAY-IT-LATER SERVICE AFTER NOTICE OF ANY SUCH MODIFICATIONS SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF SUCH MODIFICATIONS. IF WE REQUEST, YOU IRREVOCABLY AGREE TO SIGN A NON-ELECTRONIC VERSION OF THESE CONDITIONS.

Application

Prior to Customer’s use of the Freight Pay-it-Later Service, Customer shall submit a related application (the “Application”) to BlueX Pay. Such Application shall require (a) Customer or (b) any independent third parties which provide freight service (each, a “Freight Service Provider””) to provide BlueX Pay with all information BlueX Pay, in its sole discretion, deems reasonably necessary to determine whether to offer the Freight Pay-it-Later Service to Customer. BlueX Pay may request Customer to supplement any Application at any time.

Service Requests

Customer must separately request Freight Pay-It-Later Service with respect to each individual financing transaction (each, a “Freight Financing Service Request”, and the related financing services, the “Freight Financing Services”). Customer shall make a Freight Financing Service Request by (a) uploading to www.bluexpay.com or by Notice (as defined below) the Valid Invoices (the “Freight Service Provider Invoice”) which (i) were issued by the relevant Freight Service Provider and (ii) Customer intends to pay later and (b) selecting thirty (30) or sixty (60) day payment terms for each Freight Service Provider Invoice.

Deposits

With respect to each Freight Financing Service Request, BlueX Pay shall, based on the Application and such other information BlueX Pay deems reasonable and necessary, determine, in BlueX Pay’s sole discretion, (a) whether to permit Customer to use the Freight Pay-it-Later Service and (b) any deposit (the “Deposit”) required by BlueX Pay for it to provide any Freight Pay-It-Later Service to Customer. BlueX Pay may require a Deposit on a per transaction and/or a program basis. BlueX Pay shall inform Customer of any Deposit requirements. All Deposits made to BlueX Pay shall be held in accordance with and subject to the terms of these Conditions. All Deposits shall be made in full and cleared funds. Notwithstanding anything to the contrary in these Conditions, and without prejudice to any other right or remedy it has or may have, BlueX Pay may, without notice to Customer, set-off or recoup from any Deposit amount any liability for which BlueX Pay determines Customer is liable to BlueX Pay, whether such liability is matured or unmatured, is liquidated or unliquidated, or arises under these Conditions.

BlueX Invoices

After receiving the information from Customer described in Sections 1, 2 and 3, BlueX Pay, in its sole discretion, shall with respect to each Freight Financing Service Request:

  1. determine the rate to be used to calculate the applicable Handling Fee (as defined below); and
  2. issue an invoice (“BlueX Invoice”) to Customer setting forth (a) the amount payable under the Freight Service Provider Invoice (“Freight Service Provider Invoice Amount”), (b) the Handling Fee (together with the “Freight Service Provider Invoice Amount”, the “BlueX Invoice Amount”), and (c) based on Customer’s election of payment terms, the date the BlueX Invoice Amount is due (the “Material Due Date”).

Without in any way limiting any other remedy available to BlueX Pay under these Conditions, the Terms of Service, law, or general principles of equity, Customer shall be charged a handling fee (“Handling Fee”) ranging from one percent (1%) to three percent (3%) of the Freight Service Provider Invoice Amount per each 30 day period the Freight Service Provider Invoice Amount remains outstanding, subject to BlueX Pay’s discretion based on the Freight Service Provider Invoice Amount, the payment terms, the Customer’s credit worthiness, and such other information BlueX Pay deems reasonable and necessary. BlueX Pay shall notify Customer via the Freight Pay-It-Later Service of the Handling Fee calculation rate to be applied to each Freight Service Provider Invoice Amount. Customer acknowledges and agrees that such notification is sufficient and expressly agrees to pay the Handling Fee so calculated. Any Handling Fee may be adjusted by BlueX Pay.

Freight Service Provider Payment Process

After (a) Customer pays all required Deposits to BlueX Pay and (b) BlueX Pay approves the Application and any specific Freight Financing Service Request, BlueX Pay, shall, pay the relevant Freight Service Provider the Freight Service Provider Invoice Amount in accordance with the terms of the applicable Freight Service Provider Invoice to the account designated in the Freight Service Provider Invoice(s) or such other account designated by Freight Service Provider in writing (the “Freight Service Provider Designated Account”). BlueX Pay shall fulfill the entirety of its obligations to Customer under this Section 5 by making payment to the Freight Service Provider Designated Account.

From time to time, Customer may direct BlueX Pay to make payments pursuant to this Section 5 to an account other than the Freight Service Provider Designated Account (each, a “Freight Service Provider Alternate Account”). Customer shall be fully liable for the veracity and accuracy of any Freight Service Provider Alternate Account. BlueX Pay shall fulfill the entirety of its obligations under this Section 5 by making payment to any Freight Service Provider Alternate Account. BlueX Pay shall have no obligation to, but may, at its discretion, require Customer to confirm the veracity and accuracy of any Freight Service Provider Alternate Account via any means BlueX Pay deems reasonable and necessary.

Representations, Warranties, and Covenants

Customer specifically represents, warrants, and covenants that (a) it is in compliance and will comply with and (b) the exercise of BlueX Pay’s rights and the performance by BlueX Pay of its obligations as contemplated by this Agreement shall not result in any violation of, the most current import and export control and sanctions laws, regulations, and orders applicable at the time of any import, export, re-export, transfer or provision of Goods. In particular, Customer shall not, and shall not cause or request BlueX Pay to (a) supply goods, services, or technologies to any natural or legal person, organization, or entity (“Prohibited Party”) that is subject to embargo, sanction, or other similar restrictions, including denied parties status, by any relevant authorities of any applicable jurisdiction (the “Restrictions”), (b) export or re-export any goods, services, or technologies to a banned country or jurisdiction, or one which is subject to Restrictions, without having obtained all necessary authorizations from relevant authorities of all applicable jurisdictions, as the case may require, (c) export or re-export any goods, services, or technologies for the purpose of using them in sectors that are banned or subject to Restrictions, or (iv) export or re-export to, or engage in financial transactions with any Prohibited Party, or any party, organization, or entity with regard to which there is credible reason to believe that they fail to fully comply, or intend not to comply, with the Restrictions.